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ANNUAL
REPORT
2015
NORTH CAROLINA’S PARTNERTABLE OF
CONTENTS
LETTER FROM THE CHAIRMAN 3
NORTH CAROLINA’S PARTNER...
IN ECONOMIC DEVELOPMENT 4
IN BUILDING RAIL INFRASTRUCTURE 5
IN FUTURE PASSENGER RAIL 6
IN RAIL SAFETY 6
BOARD OF DIRECTORS AND MANAGEMENT TEAM 7
FINANCIAL REPORT 8
NORTH CAROLINA RAILROAD COMPANY CORRIDOR MAP 26
OUR VISION:
To improve our state by:
Enabling freight to grow business;
Expanding rail to move people;
Investing in North Carolina.
OUR MISSION:
To develop the unique North Carolina Railroad assets for the good of the people of North Carolina.2015 was a year of action and collaboration for the North Carolina Railroad.
The Company moved forward on implementing “NCRR Invests,” an initiative aimed at enhancing the state’s economic development activities through
investments in North Carolina’s railroad infrastructure. NCRR is also working closely with economic development partners at the state and local level to make meaningful investments in sites that have the potential to bring transforma­tional job growth to the state, as demonstrated in the Company’s investment in the Greensboro-Randolph Megasite and our commitment to North Carolina’s other rail-served megasites.
As stated in its Mission, the North Carolina Railroad Company is developing its assets for the good of the people of North Carolina, its single shareholder. One way the Company does this is by reinvesting its revenue in the corridor itself, ensuring that the rail line is built to meet and exceed the state’s freight rail needs. In 2015, NCRR completed significant upgrades to various portions of the corridor and began further upgrades to accommodate future capacity needs.
Partnership is extremely important to NCRR as it implements its strategic vision. One of our key partners is Norfolk Southern. Through our trackage rights agree­ment with the Class 1 freight rail operator, more than 100 customers are served along the NCRR Line, and the need for freight rail infrastructure continues to grow among businesses looking to locate or expand in our state. With this in mind, the Company continues its management of the 317-mile corridor in ways that create jobs, retain existing industry, help grow the economy and maximize its value.
The North Carolina Railroad was chartered 167 years ago for the purpose of economic development, and that focus continues today. The North Carolina Railroad Company and its Board of Directors look forward to opportunities to collaborate with partners in maintaining North Carolina’s competitive advan­tage. I’m proud to serve as Chairman of the NCRR Board, and to be a part of an historic organization that will continue to build on a dedication to economic growth for our state.
Franklin Rouse
Chairman, NCRR Board of Directors
LETTER FROM THE
CHAIRMANPAGE 4
| NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
The southeast is a prime location for
large manufacturers looking to relo-cate
or expand assembly operations,
and North Carolina continues to be a
contender among auto manufactur-ers
and other large-scale assembly
plants. In order to accommodate
large-scale industry, megasites
are an important component in the
state’s efforts to recruit a manufac-turer
of significant size.
The North Carolina Railroad Compa-ny
retained expert counsel who con-firmed
that North Carolina is home to
four of the most competitive sites in
the southeast United States.
One of the four identified sites—the
Greensboro-Randolph Megasite—
needed to be assembled, and this
was where the NCRR Board believed
the Company could be of assistance,
working with Randolph County, the
Bryan Foundation and the City of
Greensboro to ensure that this site
would be another tool to increase the
state’s competitiveness.
NCRR and its Board of Directors are
committed to making select rail in-vestments
in key sites that have the
potential to bring large scale industry
that would result in transformational
job growth for our state.
When any of North Carolina’s sites
are in the running for a transforma-tional
job growth opportunity, NCRR
will look for ways to assist in site
infrastructure, with the focus on
ensuring that North Carolina secures
a competitive advantage in recruiting
new and expanding industry.
The North Carolina Railroad Compa-ny
has an historic role in the state’s
economic development. In 2015,
NCRR continued to build on that
history by launching “NCRR Invests,”
an initiative that will enhance the
state’s economic development efforts
through investments in railroad
infrastructure.
“NCRR Invests” provides assistance
to companies that take advantage of
North Carolina’s freight rail oppor-tunities
to create jobs, by locating or
expanding their business in North
Carolina. Through “NCRR Invests,”
the North Carolina Railroad Com-pany
will consider investments in
engineering design, construction or
related costs associated with the rail
infrastructure needs of a potential
new industry location or expansion.
“NCRR Invests is another tool to
ensure North Carolina’s competitive
advantage as businesses look to
locate or expand in our state,” says
Anna Lea Moore, Vice President of
Economic Development at NCRR.
“Our ability to work with North Caro-lina’s
economic development officials
to provide needed rail infrastructure
is extremely important to many com-panies
as they decide where to locate
their operations.”
IN ECONOMIC DEVELOPMENT
Making investments that drive job creation and economic growth.
Asbury Carbons
In May 2015, Asbury Carbons
announced it would build
a new minerals processing
operation in Lumberton, N.C.
The company committed to
create at least 25 jobs and
invest $8 million in the new
Robeson County facility.
NCRR invested $50,000
to assist Robeson County
with the engineering and
design costs associated
with the required new rail
infrastructure at the site.
Transformational Opportunities
NCRR Invests
NORTH CAROLINA’S PARTNER...
number of North Carolina
employers that rely on NCRR line to
conduct business
100
SPURRING GROWTH, TRACKING PROGRESS
NCRR
INVESTS
ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 5
The North Carolina Railroad Company is
committed to ensuring that the rail line is
prepared to meet future capacity needs.
Throughout 2015, the Company continued
a $13 million capital investment strategy
approved by the Board of Directors in 2014
that is improving safety, increasing ca-pacity
and further sustaining the 317-mile
corridor from Charlotte to Morehead City.
The Railroad also continued to build on its
partnership with the NCDOT Rail Division.
Since the North Carolina General Assem-bly
first established the Freight Rail and
Rail Crossing Safety Improvement Fund
(FR&RCSI) in 2013, the North Carolina
Railroad Company has paid $26 million
in dividends to its single shareholder, the
State of North Carolina. This annual divi-dend
is equal to 25 percent of the Railroad’s
trackage rights agreement revenue from
Norfolk Southern and is designed to assist
in funding improvements to railroads
across the state in order to recruit new and
expanding industry and improve safety.
NCRR is also working closely with NCDOT
on the final stages of the Piedmont
Improvement Program, which involves
upgrades to portions of the NCRR line to
accommodate future increases in capacity
related to passenger trains. This program
is managed by the Rail Division with
funds provided through the American
Recovery and Reinvestment Act, as well
as a capital investment of more than $30
million by NCRR.
IN BUILDING RAIL INFRASTRUCTURE
Meeting North Carolina’s current and future rail capacity needs.
NCRR is partnering with the Town of Morrisville and is investing
$6.9 million to construct a new railroad bridge over Crabtree Creek in
Morrisville, replacing a structure built in 1927. The new railroad bridge
includes a provision for a pedestrian greenway to be constructed under
the bridge, and allows for a future second track that could be required to
maintain freight service, and any future passenger rail.
NCRR is partnering with NCDOT on replacing an at-grade or, street-level,
crossing with an overhead bridge at Sugar Creek Road in Charlotte.
The total cost of the project is $43 million. NCRR is committing a $10
million capital investment to the project. The Sugar Creek Road crossing
experiences the highest amount of traffic on the NCRR line.
Projects
invested by NCRR in infrastructure
improvements since 2000
(completed projects)
committed by NCRR to future
economic development and
infrastructure improvements
(Board committed projects)
$83 million
$115 million
Crabtree Creek Bridge
Sugar Creek Road Bridge over NCRR
2012 2013
increased
120%
increased
140%
2014
2015
Selma Area Rail Traffic
Growth Since 2012:
PAGE 6 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
The North Carolina Railroad Company
continues to be an active partner in the
state’s passenger rail needs. Currently, 10
Amtrak passenger trains travel along the
NCRR line every day.
NCRR also understands the local and
regional transit needs among the com-munities
that are located along the line.
The Company is currently working with
the Charlotte Area Transit System (CATS)
to accommodate an expansion of the city’s
Blue Line light rail service that will extend
to UNC Charlotte. Approximately three
miles of the 9.3 mile Blue Line extension
will use the NCRR corridor. NCRR is also
working with Wake County leadership as
the county considers its long-term trans-portation
strategy and the potential role
of commuter rail in the Triangle.
IN FUTURE PASSENGER RAIL
Moving people in North Carolina.
Rail Safety is top of mind for the North
Carolina Railroad Company. Although
Norfolk Southern operates the trains that
run on the railroad, NCRR considers it
part of its mission to provide safety re-sources
for those accessing the corridor
as part of day to day operations or in case
of emergency.
In 2015, NCRR published an updated edi-tion
of Rail Safety for First Responders,
a pocket-sized rail safety resource for
emergency management officials. More
than 1,000 booklets were shared with
first responders, law enforcement and
emergency management officials across
the state at no charge.
IN RAIL SAFETY
Railroad
Resources
FOR FIRST RESPONDERS
miles of Charlotte Area Transit
System (CATS) Lynx light rail Blue
Line extension that will use the
NCRR corridor (total Blue Line
extension is 9.3 miles, which will
make the full Lynx Blue Line light
rail line 18.9 miles)
number of bridges or culverts
NCRR has replaced or improved
since 2000 ($35.5 million in NCRR
investment on these bridges)
invested by NCRR on safety projects
(grade crossing improvements and
pedestrian underpasses)
3
25
$3 million
passenger trains a day travel
on the NCRR line
miles of commuter rail on the NCRR
line in the proposed Wake County
Transit Investment Plan
10
37+
ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 7
Franklin Rouse
Chairman
Leland
President, Rouse
Insurance Agency, Inc.
Robert Brown
Vice Chairman
High Point
CEO, B&C Associates
Jacob F. Alexander, III
Salisbury
Sales Director, Genan, Inc
Thomas Glasgow
Morehead City
Retired Vice President and CEO, Clancy and Theys Construction Company, Virginia Division
Jeffrey Goodman
Asheville
Chairman and CEO,
Hedrick Industries
Fred Klein
Charlotte
Senior Managing Partner,
Childress Klein Properties
James E. Nance
Albemarle
Managing Member, North State Acquisitions, LLC
Gervais Oxendine
Lumberton
Retired, Abbott Laboratories
John M. Pike
Goldsboro
CEO, Goldsboro Milling Company
George Rountree III
Wilmington
Attorney and Special Counsel, Rountree Losee, LLP
Douglas Stafford
Charlotte
Principal, Griffin Stafford Hospitality
John Skvarla, III
Raleigh
Secretary, NC Department
of Commerce
Michael Walters
Fairmont
President, Claybourn Walters Logging Co., Inc
Scott M. Saylor
President
Daniel P. Halloran, CPA
Vice President and
Chief Financial Officer
Charles E. Burnell, Jr.
Vice President, Real Estate
James K. Kessler, P.E.
Vice President, Engineering
Anna Lea Moore
Vice President, Economic Development
Donald H. Arant, P.E.
Staff Engineer
Catherine A. Campbell
Planning Director
Cathy Deeley
Real Estate Representative
Melissa DeVita
Department Administrative Assistant
Kristian D. Forslin, GISP, PLS
GIS Coordinator
Megen Hoenk
Director of Corporate
Communications
Hilary A. Kanupp, CA
Archivist
Justin Madigan
Infrastructure Manager
William C. Miller
Property Manager
Nancy D. Pickett
Office Manager
John L. Spencer
Director of Corridor Property
Richard L. Wiley
Senior Consultant for
Economic Development
NCRR BOARD MEMBERS
MANAGEMENT TEAM
BOARD OF DIRECTORS
AND MANAGEMENT TEAM PAGE 8 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
TABLE OF CONTENTS
Page No.
Independent Auditors’ Report............................................................................................................9
Consolidated Financial Statements:
Consolidated Balance Sheets ...........................................................................................................10
Consolidated Statements of Operations and Comprehensive Income (Loss)...........12
Consolidated Statements of Stockholder’s Equity..................................................................13
Consolidated Statements of Cash Flows......................................................................................14
Notes to Consolidated Financial Statements ............................................................................15
Consolidated Financial Statements for the Years Ended December 31, 2015 and 2014,
and Independent Auditors’ Report
NORTH CAROLINA RAILROAD COMPANY
FINANCIAL
REPORT
ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 9
INDEPENDENT AUDITORS’ REPORT
1Independent Auditors’ Report Directors and Stockholder North Carolina Railroad Company Raleigh, North Carolina We have audited the accompanying consolidated financial statements of North Carolina Railroad Company and subsidiary, which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholderʼs equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditorsʼ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entityʼs preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entityʼs internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of North Carolina Railroad Company and subsidiary as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Raleigh, North Carolina June 2, 2016PAGE 10 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
20152014ASSETSCurrent assets: Cash and cash equivalents5,804,488$ 4,927,993$ Accounts receivable, net of allowance for doubtful accounts of $350,000 and $308,000 for 2015 and 2014102,36252,998 Prepaid expenses19,498 25,818 Total current assets5,926,348 5,006,809 Property and equipment:Roadway and land7,848,742 7,848,742 Tracks, signals and bridges141,548,125 132,652,580 Land4,402,236 4,654,561 Buildings and improvements16,396,347 15,875,959 Equipment and furniture2,561,604 2,106,703 Construction in progress3,578,952 6,295,850 176,336,006 169,434,395 Less accumulated depreciation102,838,984 92,727,598 Property and equipment, net73,497,022 76,706,797 Other assets:Funded capital projects82,450,682 80,624,572 Long-term receivables4,573,6743,595,532 Other8,065 22,265 Total other assets87,032,421 84,242,369 Total assets166,455,791$ 165,955,975$ North Carolina Railroad CompanyConsolidated Balance SheetsDecember 31, 2015 and 2014See accompanying notes to consolidated financial statements.2
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
See accompanying notes to consolidated financial statementsANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 11
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
December 31, 2015 and 2014(Continued)20152014LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities:Accounts payable and accrued expenses1,698,180$ 697,531$ Dividend payable3,779,3053,717,995 Current portion of unearned rent262,623 225,517 Total current liabilities5,740,108 4,641,043 Long-term liabilities:Security deposits47,51447,514 Deferred tax liability1,043,000 1,147,000 Unearned rent10,874,54511,025,000 Total long-term liabilities11,965,059 12,219,514 Total liabilities17,705,167 16,860,557 Stockholder's equity:Common stock, $0.50 par value; 10,000,000 shares authorized;317 shares issued and outstanding159 159 Additional paid-in capital204,866,667 199,001,857 Accumulated deficit(56,625,365) (51,802,448) Accumulated other comprehensive income:Unrealized gain on available-for-sale securities509,163 1,895,850 Total stockholder's equity148,750,624 149,095,418 Total liabilities and stockholder's equity166,455,791$ 165,955,975$ North Carolina Railroad CompanyConsolidated Balance Sheets See accompanying notes to consolidated financial statements.3
See accompanying notes to consolidated financial statementsPAGE 12 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
20152014Income:Lease of roadway and land15,117,219$ 14,871,981$ Other lease income2,531,0063,005,105Total lease income17,648,225 17,877,086 Expenses:Wages and benefits2,009,007 1,819,870Professional fees574,238 450,944Contracted services1,186,891 764,903Franchise and property taxes437,961 431,434Insurance157,902 151,762Reporting and public relations189,186 224,311Depreciation10,111,387 10,509,215Engineering, surveying and mapping539,818 742,786Property and corridor management402,667 366,310Bad debts44,48120,812General and administrative696,461660,016Economic development535,100- Total expenses16,885,099 16,142,363 Operating income763,126 1,734,723 Other income (expenses):Investment income2,666,092 1,651,483 Gain on disposition of assets181,856- Other income853,756859,621Project contributions(5,410,000)- Total other income (expense)(1,708,296)2,511,104Income (loss) before income taxes (945,170) 4,245,827 Income tax expense98,442 141,079 Net income (loss)(1,043,612)$ 4,104,748$ Other comprehensive income (loss):Unrealized gains (losses) on securities:Unrealized holding gains (losses) arising during the period(587,979)1,382,794 Less reclassification adjustments for unrealized holding gains (losses) included in net income(798,708) 357,805 Other comprehensive income (loss)(1,386,687) 1,740,599 Comprehensive income (loss)(2,430,299)$ 5,845,347$ North Carolina Railroad CompanyConsolidated Statements of Operations and Comprehensive Income (Loss)For the Years Ended December 31, 2015 and 2014See accompanying notes to consolidated financial statements.4
See accompanying notes to consolidated financial statementsANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 13
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
AccumulatedAdditionalOtherTotalCommonPaid-inAccumulatedComprehensiveStockholder'sStockCapitalDeficitIncomeEquityBalance, December 31, 2013159$ 199,001,857$ (52,189,201)$ 155,251$ 146,968,066$Dividends--(3,717,995) - (3,717,995) Net income--4,104,748 1,740,599 5,845,347 Balance, December 31, 2014159 199,001,857 (51,802,448) 1,895,850 149,095,418 Capital improvement contributions- 5,864,810- - 5,864,810 Dividends--(3,779,305) - (3,779,305) Net loss--(1,043,612) (1,386,687) (2,430,299) Balance, December 31, 2015159$ 204,866,667$ (56,625,365)$ 509,163$ 148,750,624$North Carolina Railroad CompanyFor the Years Ended December 31, 2015 and 2014Consolidated Statements of Changes in Stockholder's EquitySee accompanying notes to consolidated financial statements.5
See accompanying notes to consolidated financial statementsPAGE 14 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
20152014Cash flows from operating activities:Net income (loss)(1,043,612)$4,104,748$ Adjustments to reconcile net income (loss) to net cash provided by operating activities:Provision for bad debts44,481(20,812) Depreciation10,111,38710,509,215 Deferred income tax benefit(104,000)(87,000) Interest earned by funded capital project investments(2,674,044)(1,746,857) Gain on disposal of property and equipment(181,856)- Changes in operating assets and liabilities:Accounts receivable(93,845)17,573 Long-term receivable(978,142)(961,198) Prepaid expenses6,3206,851 Other assets14,200(1,042) Accounts payable and accrued expenses1,447,755(3,271,072) Unearned revenues(150,455)(200,454) Net cash provided by operating activities6,398,1898,349,952 Cash flows from investing activities:Purchase of property and equipment(1,699,126)(1,861,175) Proceeds from sale of property 434,180- Transfer of unrestricted cash and cash equivalents to funded capital projects to fund board designations(6,000,000)(10,000,000) Transfers of funded capital projects monies to cash and cashequivalents for capital expenditures5,461,2475,143,190 Net cash used in investing activities(1,803,699)(6,717,985) Cash flow from financing activities:Payment of dividend(3,717,995)(3,654,157) Net cash used in financing activities(3,717,995)(3,654,157) Net increase (decrease) in cash and cash equivalents876,495(2,022,190) Cash and cash equivalents at beginning of year4,927,9936,950,183 Cash and cash equivalents at end of year5,804,488$4,927,993$Supplemental disclosure of cash flow information:Cash paid for income taxes207,495$113,500$Supplemental schedule of noncash investing and financing activities:Additions to property and equipment contributed by the North Carolina Department of Transportation5,864,810$ -$ Disposal of CIP to Economic Development Expense410,000$ -$ Accrued dividends payable3,779,305$ 3,717,995$ For the Years Ended December 31, 2015 and 2014Consolidated Statements of Cash FlowsNorth Carolina Railroad CompanySee accompanying notes to consolidated financial statements.6
See accompanying notes to consolidated financial statementsANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 15
North Carolina Railroad Company Notes to Consolidated Financial Statements 7Notes to Consolidated Financial Statements 1.Nature of Business The North Carolina Railroad Company and subsidiary, a North Carolina company, (collectively referred to as the “Company”), owns approximately 317 miles of continuous railroad line extending from Charlotte, North Carolina to Morehead City, North Carolina. The Companyʼs railroad facilities are operated by Norfolk Southern Railway Company (“NSR”). The State of North Carolina is the sole owner of all the common stock of the Company. N.C. Railroad, Inc. (“NCRI”), a wholly owned subsidiary of the North Carolina Railroad Company (“NCRR”), was formed on December 15, 2006. NCRI conducts certain taxable activities, such as leasing of commercial real estate, while NCRR conducts all tax exempt activities, such as leasing of railroad facilities and corridor management. 2.Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of NCRR and its wholly owned subsidiary, NCRI. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates In preparing its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the consolidated balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents For purposes of the consolidated statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents include money market funds. Cash and cash equivalents that are restricted or designated by the Board of Directors for capital projects are reported as Funded Capital Projects in the accompanying consolidated balance sheets. See Note 5. At times, the Company places cash and cash equivalents and certificates of deposits with original maturities of three months or more with financial institutions in amounts that are in excess of Federal Deposit Insurance Company insurance limits. The Company has not experienced any losses in such accounts. The financial condition of financial institutions is periodically reassessed, and the Company believes the risk of any loss is minimal. Accounts Receivable Accounts receivable are uncollateralized obligations due under agreements. The Company provides an allowance for doubtful accounts equal to the estimated losses that are expected to be incurred in their collection. The allowance is based on historical collection experience and managementʼs review of the current status of the existing receivables. An account receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 30 days.
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSPAGE 16 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 8Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company computes depreciation using the straight-line method over the following estimated useful lives: Estimated Useful Lives (Years) Buildings and building improvements 25 Bridges 25 Track and signals 10 Equipment and furniture 3 - 7 Values of the properties included in roadway and land approximate 1916 valuations by the Interstate Commerce Commission. These properties represent fully depreciated roadway or undepreciated land. The Company assesses long-lived assets for impairment whenever events or changes indicate that the carrying amount of the assets may not be recovered based on estimated future undiscounted cash flows. In the event such cash flows are not expected to be sufficient to recover the carrying value of the assets, the useful lives of the assets are revised or the assets are written down to their estimated fair values. Funded Capital Projects Securities Held to Maturity Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as “held-to-maturity” and are reported at amortized cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. There are no held to maturity securities as of December 31, 2015. Securities Available for Sale Investments in marketable equity securities and debt securities not classified as held-to-maturity securities are classified as available-for-sale and are reported at fair value, with changes in net unrealized gains and losses included in other comprehensive earnings, net of tax, if any. When securities are sold, gains and losses are determined using the specific identification method for all investments except mutual funds which are determined using the average cost method. Investments are classified as noncurrent due to the board designations of investments for capital improvements. The Company reviews securities when quoted market prices are less than cost to determine if the impairment is other than temporary. Declines in the fair value of individual securities below their cost that are other than temporary would result in write-downs of the individual securities to their fair value with such write down being included in earnings as realized losses. Fair values The Company uses market data or assumptions that market participants would use in pricing assets and liabilities at fair value, and establishes a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include values based on quotes in active markets for identical assets (Level 1), values estimated based on other available market information including quoted market prices for similar assets in active and non-active markets and pricing models based on observable inputs (Level 2), and values based on managementʼs estimates using various valuation methods (Level 3). ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 17
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 9Revenue Recognition Lease of Roadway and Land Revenue received from property that is operated by NSR is reflected in the consolidated statements of income when earned in accordance with the Companyʼs lease arrangements. Other Lease Income The Company leases certain property that is not operated by NSR. Revenue is reflected in the consolidated statements of operations when earned. The Company also collects license fee revenue which is recognized when earned. The Company defers recognition of contingent rentals until the requirements are met. Advertising The Company paid $37,788 and $63,855 in advertising expenses for 2015 and 2014, respectively. Income Taxes Pursuant to Section 11146 of the Safe, Accountable, Flexible, Efficient Transportation Equity Act of 2005 (the “Act”), a substantial portion of the Companyʼs income is exempt from federal and state income taxes. The activities that generate income which is not exempt from federal and state income taxes pursuant to the Act are conducted in NCRI. Deferred tax assets and liabilities are recognized by NCRI for the estimated future tax consequences attributable to differences between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized. 3.Funded Capital Projects The following is a summary of the securities portfolio by major classification included in funded capital projects at December 31, 2015 and 2014: Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value December 31, 2015 Available for Sale: Foreign debt instruments $ 1,421,698 $ 17,296 $ - $ 1,438,994 U.S. Government and federal agencies 4,763,388 - 12,058 4,751,330 Mortgage backed securities 11,557,311 - 114,458 11,442,853 Collateralized mortgage obligations 16,346,845 - 108,383 16,238,462 State and local governments 5,511,823 - 75,139 5,436,684 Corporate debt securities 17,196,939 - 157,635 17,039,304 Mutual funds 13,002,863 959,540 - 13,962,403 $ 69,800,867 $ 976,836 $ 467,673 $ 70,310,030PAGE 18 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 10 Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value December 31, 2014 Held to Maturity: Corporate bonds $ 4,986,607 $ 2,517 $ - $ 4,989,124 Available for Sale: Foreign debt instruments $ 909,323 $ 15,897 $ - $ 925,220 U.S. Government and federal agencies 8,402,770 3,810 12,723 8,393,858 Mortgage backed securities 9,594,640 9,088 4,336 9,599,392 Collateralized mortgage obligations 10,457,070 - 10,003 10,447,066 State and local governments 3,914,472 - 99,987 3,814,485 Corporate debt securities 15,744,592 - 57,566 15,687,026 Mutual funds 18,180,343 2,051,670 - 20,232,013 $ 67,203,210 $ 2,080,465 $ 184,615 $ 69,099,060 Held to maturity securities are carried in the financial statements at amortized cost. Available for sale securities are carried in the financial statements at fair value. For the year ended December 31, 2015, a net unrealized holding loss on available for sale securities in the amount of $1,386,687 has been included in accumulated other comprehensive income. For the year ended December 31, 2014, a net unrealized holding gain on available for sale securities in the amount of $1,740,599 has been included in accumulated other comprehensive income. The fair values of securities carried at fair value in the accompanying financial statements are determined as follows: Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable December 31, Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) Foreign debt instruments $ 1,438,994 $ - $ 1,438,994 $ -U.S Government and federal agencies 4,751,330 - 4,751,330 -Mortgage backed securities 11,442,853 - 11,442,853 -Collateralized mortgage obligations 16,238,462 - 16,238,462 -State and local governments 5,436,684 - 5,436,684 -Corporate debt securities 17,039,304 - 17,039,304 -Mutual funds 13,962,403 13,962,403 - - $ 70,310,030 $ 13,962,403 $ 56,347,627 $ -ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 19
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 11 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable December 31, Assets Inputs Inputs 2014 (Level 1) (Level 2) (Level 3)Foreign debt instruments $ 925,220 $ - $ 925,220 $ - U.S Government and federal agencies 8,393,858 - 8,393,858 - Mortgage backed securities 9,559,392 - 9,559,392 - Collateralized mortgage obligations 10,447,066 - 10,447,066 - State and local governments 3,814,485 - 3,814,485 - Corporate debt securities 15,687,026 - 15,687,026 - Mutual funds 20,232,013 20,232,013 - - $ 69,099,060 $ 20,232,013 $ 48,867,047 $ - All assets have been valued using a market approach. Fair values for assets in Level 2 are calculated using quoted market prices for similar assets in markets that are not active In addition to the investments disclosed above, Funded Capital Projects includes cash and cash equivalents totaling $12,136,635 and $6,528,835 and accrued interest receivable totaling $4,017 and $10,070 at December 31, 2015 and 2014 respectively. Investment management fees, totaling $156,657 and $130,949, respectively, in 2015 and 2014, are netted against investment income. The amortized cost and fair values of available for sale securities at December 31, 2015 and 2014 by contractual maturity, and the amortized cost and fair values of held to maturity securities at December 31, 2014 by contractual maturity are shown below. Actual expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. No securities have been in a continuous loss position for more than 12 months. Amortized Cost Fair Value December 31, 2015 Available for sale: Due within one year $ 4,568,766 $ 4,406,318 Due after one year through five years 21,995,609 21,733,043 Due after five years through ten years 11,435,275 11,407,749 Due after 10 years 18,798,353 18,800,517 Equities 13,002,863 13,962,403 $ 69,800,867 $ 70,310,030December 31, 2014 Held to Maturity: Due after one year through five years $ 4,986,607 $ 4,989,124 Available for sale: Due within one year $ 1,387,339 $ 1,357,902 Due after one year through five years 24,472,872 24,136,012 Due after five years through ten years 10,042,177 10,135,621 Due after 10 years 13,120,479 13,237,512 Equities 18,180,343 20,232,013 $ 67,203,210 $ 69,099,060 PAGE 20 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 12 4.Trackage Rights Agreement and Leases on Roadway and Land Prior to 1999, substantially all of the Company's assets were leased to NSR or its predecessors, in two leases originally dating back to 1895 and 1939. The terms of the leases did not require either the Company or Norfolk Southern to renew the leases. On August 10, 1999, the Board of Directors of the Company approved a Trackage Rights Agreement ("TRA”) concurrent with NSR terminating the original leases. The TRA's term is 15 years with two 15-year renewal options by NSR (45 years) for a base annual rental of $11,000,000 (minimum) beginning January 1, 2000, with annual adjustments based upon an inflation index and a 4.5% annual cap (arbitration of cap if it exceeds an average of 4.5% over any 7-year period). The TRA provides for transition of management of certain non-rail properties to the Company, maintenance of the Company's rail property, inspections, records sharing, and audit. The TRA was approved by the Surface Transportation Board on September 1, 1999. During 2012 NSR exercised its option to renew the TRA for the 15 year period beginning January 1, 2015 and ending on December 31, 2029. The TRA grants exclusive freight trackage rights to NSR to conduct all freight operations over the NCRR railroad line. Under federal law the National Rail Passenger Corporation (“Amtrak”) operates over NSR operated lines under agreements with NSR. NSR is obligated under the TRA to provide rail service to all industries on the NCRR line. NSR is obligated to maintain the NCRR line and any improvements made to the line by NSR for freight operations. Under the TRA, NSR does not have financial responsibility for passenger improvements made by the Company, North Carolina Department of Transportation (NCDOT), Amtrak, or other parties. Approximately 38 parcels not used in railroad operations have been returned to the Company for separate (non-NSR) management. These noncorridor properties are managed by the Company after transition from NSR management. The TRA contains provisions for responsibility for environmental matters by NSR and the Company. NSR is responsible for any taxes on its freight operations. A Policy Planning Committee comprised of NCRR and NSR representatives addresses all future planning issues, capital improvements, and any disputes that arise under the TRA. In the event of any disagreements, NCRR and NSR are subject to binding arbitration under the TRA.A lease of certain properties in Charlotte, North Carolina to NSR (the 1968 Lease) expires on December 31, 2067, and provides for an annual rental of $81,319 through December 2018. The 1968 lease provides that beginning on January 1, 2019, the annual rental for the remaining term of the 1968 Lease is 6% of the appraised value of the property on that date. Under the terms of the 1968 Lease, all taxes connected with the property, except income taxes, are paid by the lessee. The 1968 Lease was not affected by the TRA. Pursuant to agreements signed in each year since 2008, NCRR has assigned to NSR all of the NCRR lines that constitute eligible railroad tracks solely for purposes of allowing NSR to qualify as an eligible taxpayer with respect to such track and to claim tax credits under section 45G(a) for qualified railroad track maintenance expenditures it pays or incurs during each year under agreement with respect to such track. In exchange, NSR agrees to pay to NCRR fifty percent of the tax credits NSR claims. Payment of the amount owed under the agreement is not due until the amount of the allowable credit is not subject to further appeal, review or modification through proceedings or otherwise. The Company has recorded a long-term receivable amounting to $4,555,718, representing $4,243,750 of total tax credit revenue that the Company is due for tax years 2011 to 2015 from NSR, plus accumulated 4% interest of $311,968, as of December 31, 2015. ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 21
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 13 5.Capital Commitments Project Agreements and Contracts As of December 31, 2015, the Company has capital commitments under various individual project agreements and other contracts totaling $47.4 million. The contractual commitments of the Company consist of certain capital improvement projects set forth in project agreements, other strategic and economic development investments including commitments for the purchase of certain real estate, and ARRA/PRIIA High-Speed Passenger Rail improvement projects. The ARRA/PRIIA High-Speed Passenger Rail improvement commitments are further described in more detail below. The various individual projects, capital improvements and strategic investments to which capital is committed are scheduled for completion between 2016 and 2020. ARRA/PRIIA High-Speed Passenger Rail Projects In 2011, the State of North Carolina was selected to receive certain federal grant awards through the American Recovery and Reinvestment Act of 2009 (“ARRA”) and the Passenger Rail Investment Act of 2008 (“PRIIA”) for the capital funding of certain high speed intercity passenger rail projects, under which NCDOT is the grantee of the awards. On December 15, 2010, the Company, the NCDOT, and NSR entered into an Agreement on Principles (“AOP”), which outlined certain terms for capital improvements within and along the NCRR corridor operated by NSR (Note 4). On March 21, 2011, the Company, NCDOT, NSR and Amtrak entered into a Definitive Service Outcomes Agreement (“DSOA”), clarifying the individual partiesʼ responsibilities and further detailing the projects to be funded by the grants to NCDOT. On March 21, 2012, the Company and the NCDOT entered into a Railroad Corridor Property Acquisition Agreement (“RCPA”) regarding rail corridor property, including acquisition of additional railroad corridor property needed in connection with certain projects funded by the grants to NCDOT. As a result of these agreements, management expects to record a capital contribution and related assets for a portion of the improvements that will be made by NCDOT as the improvements are completed in future periods, in addition to the commitment of funds made by the Company described below. Under the AOP, DSOA, and RCPA, the Company has committed up to a total of $31,000,000 of capital investment toward certain projects in order to assist in completion of certain track capacity improvement projects and engineering. Out of its $31,000,000 commitment, the AOP and DSOA provide that the Company reserve up to $10,000,000 for a Capital Reserve Fund, which is designated by the Company for the purpose of making further capacity improvements to the NCRR line in the future in order to improve passenger and freight train reliability caused by identified unacceptable train delays. Investments by the Company under these agreements are to be applied against and reduce the Companyʼs commitment under the agreements. Through December 31, 2015, the Company has expended approximately $4 million of its commitments under these agreements. In the year ended December 31, 2015, the Company made a project contribution of $5.4 million for a joint highway and rail project in Charlotte for which the Company did not receive any depreciable assets.The Company also has committed use of the Companyʼs rail corridor lands for such capacity and other related improvement projects. Board Designated Funds The Board of Directors passed resolutions during 2015 and 2014 to designate $6,000,000 and $10,000,000, respectively, of unrestricted cash for use on capital improvement projects.The Company has designated the following amounts (invested in cash, certificates of deposit or debt securities) for capital improvement projects as follows: 2015 2014 Restricted under contracts $ 47,376,109 $ 37,695,918 Restricted for other capital improvements 146,772 146,062 Board designated funds 34,927,801 42,782,592 Funded capital projects $ 82,450,682 $ 80,624,572 PAGE 22 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 14 6.Employee Benefit Plan The Company established a Safe Harbor 401(k) Plan effective January 1, 2012 to provide retirement benefits for its employees. All full-time employees who meet certain eligibility requirements are qualified to participate in the 401(k) Plan. Participants may make pre-tax deferrals up to 90% of their compensation subject to Internal Revenue Service limitations. Participants are fully vested in their contributions plus actual earnings thereon and any rollovers into their accounts. The Company contributes 3% of the compensation of all eligible active participants. In addition, the Company may elect each plan year whether to make a discretionary employer contribution on behalf of eligible active participants. Employer contributions for the years ended December 31, 2015 and 2014 were $92,977 and $91,200, respectively, including $53,130 and $52,180, respectively, of discretionary contributions. On April 18, 2013, the Company established a deferred compensation plan for an officer. The compensation will be paid out according to the terms of the plan unless the employee is terminated for cause as defined in the plan. The Company incurred expenses of $35,908 and $50,802 related to the plan in 2015 and 2014. 7.Future Minimum Lease Revenue The Company derives income from leased commercial space and other property under non-cancellable operating leases. Of the non-cancellable leases, one lease, described in Note 4, comprises 86% of the lease income. Rental income received from this lease during 2015 and 2014 was approximately $15.1 million and $14.9 million, respectively. The remaining non-cancellable leases are related to the rental of commercial space. Future minimum rent receipts, excluding renewal periods, on the non-cancellable operating leases are as follows for the years ending December 31: Amount 2016 $ 15,673,949 2017 15,649,308 2018 15,520,217 2019 15,273,517 2020 15,282,783 Thereafter 137,941,161 $ 215,340,935 Minimum lease receipts do not include contingent rentals that may be received under certain leases. The Companyʼs policy is to defer recognition of such contingent rentals until the requirements are met. Contingent rental income earned during the years ended December 31, 2015 and 2014 totaled $69,933 and $27,005, respectively. City of Charlotte Lease Agreement The Company and the City of Charlotte (“Charlotte”) entered into an agreement (“Lease Agreement”) dated May 3, 2012, whereby Charlotte leased a segment of the North Carolina Railroad corridor, approximately 2.7 miles in length parallel to the Companyʼs main line railroad tracks and facilities, for the purpose of the extension of Charlotteʼs LYNX Blue Line light rail transit system. The Lease Agreement provides for a one time rent payment to be paid to the Company in the amount of $11,760,000 for the 50 year lease term, all of which was received in full on October 16, 2013. The Lease Agreement provides that Charlotte is responsible for all construction, operations, maintenance, taxes, assessments and costs related to Charlotteʼs use of the segment. Coincident with the execution of the Lease Agreement, Charlotte entered into a Construction and Reimbursement Agreement and an Operations Agreement with NSR related to Charlotteʼs use of the segment and the compatibility thereof with NSRʼs operation and maintenance of the Companyʼs rail line. ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 23
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 15 The Lease Agreement provides that design and construction is to be provided by Charlotte at its expense, subject to the approval of the Company. The Lease Agreement is subject to early termination, in which event a portion of the lease fee may be refundable. The Lease Agreement contains one renewal term at a rate agreed upon by the parties, or in the absence of agreement, based upon an appraised value. The Company has recorded unearned rent liability of $11,137,168 and $11,250,517 at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, $262,623 and $225,517 of the liability is included in the current portion of unearned rent. 8.Income Taxes The Company's income (loss) before income taxes for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Income (loss) before income taxes: Nontaxable entity $ (1,313,589) $ 3,822,591 Taxable entity 368,419 423,236 Income (loss) before income taxes $ (945,170) $ 4,245,827 The difference between the federal income tax computed by the statutory federal income tax rate of 34% and NCRI's income tax expense as reflected in the consolidated financial statements is as follows: 2015 2014 Income tax at statutory federal income tax rates $ 125,262 $ 143,900 Decrease attributable to: State income tax, net of federal income tax benefit 22,137 9,854 Change in state tax rate (40,000) (13,769) Other (8,957) 1,094 $ 98,442 $ 141,079 The Company's taxable subsidiary, NCRI, has a deferred income tax liability at December 31, 2015 and 2014 as follows: 2015 2014 Noncurrent deferred tax liability, property and equipment $ 1,043,000 $ 1,147,000 The Company's total tax expense for 2015 and 2014 is summarized as follows: 2015 2014 Current income tax expense $ 202,442 $ 228,079 Deferred income tax benefit (104,000) (87,000) Total income tax expense $ 98,442 $ 141,079 PAGE 24 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 16 9.Subsequent Events The Company evaluated the effect subsequent events would have on the consolidated financial statements through June 2, 2016, which is the date the financial statements were available to be issued. On April 13, 2016, the Company completed several purchases to acquire 630 acres of real estate in Randolph County at a purchase price of $8,014,301. The purchase of additional acreage is expected to occur in 2016 or later and is expected to cost approximately $7,226,000. The purpose of the land purchase is to assist the State of North Carolina in attracting transformational manufacturing entities that will invest significant sums in plant and equipment and will create a significant number of jobs. The Company is investing in this property with the intention of assembling it with properties owned by Randolph County and a private foundation for marketing to large-scale transformational users or for high-value multi-user industrial sites. ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 25
PAGE INTENTIONALLY LEFT BLANKPAGE 26 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
CORRIDOR MAP
4646464707070701747474763214412640404077778585959585VIRGINIASOUTH CAROLINAGEORGIATENNESSEENew landHarneRowanWilsonChathamRandolphMcDowellDareWashingtonTyrrellBurkeDavidsonAlexanderIredellDavieMadisonMartinWakeYanceyCaldwellEdgecomRoutesCWCYACWRGSMARCYVRRYVRRWSSBHPTDACWRACWRATWATWCFRSNRARLRSCTRCLNANCYRNCVACLNABMHUSGCALAWSSBTBRTWSSBNCVANorth Carolina Railroad CompanyNorfolk SouthernCSX TransportationVarious Shortlines*operated by Norfolk SouthernFreight RoutesNorfolk AiryWilmingtonGastoniaAshevilleFayePointCaryGreenvilleRocky SalemGreensboroDurhamCharlo eRaleighLumbertonMonroeLaurinburgMa hewsShelbyMint HillSouthern CityTaylorsvilleBelhavenClintonOxfordBeaufortWhitevilleWadesboroWallaceTerrelPlymouthMorehead ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 27
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13
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15
15
15
158
158
158
17
17
17
17
220
220
258
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264
301
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301
401
401
421
421
501
501
64
64
64
70
70
701
74
74
76
40
85
95
95
85
V I R G I N I A
New Hanover
Brunswick
Columbus
Pender
Bladen
Robeson
Onslow
Scotland
Carteret
Craven
Richmond
Duplin
Hoke
Jones
Cumberland
Sampson
Pamlico
Craven
Lenoir
Montgomery Moore
Beaufort
Harne
Wayne
Lee
Greene
Hyde
Beaufort
Johnston
Pi
Wilson
Randolph Chatham Washington Dare
Tyrrell
Martin
Wake
Edgecombe
Nash
Durham
Orange
Bertie
Alamance
Guilford
Franklin
Chowan
Perquimans
Halifax Pasquotank
Rockingham Caswell
Granville
Person Vance
Hertford
Northampton
Warren
Camden
Currituck
Gates
Silver Star
Great Smoky Mountains
Railroad
Palme o/Silver Meteor
WSSB
HPTD
ACWR
ACWR
ATW
ATW
CF
RSNR
AR
LRS CTR
CLNA
NCYR
NCVA
CLNA
BMH
USG
CALA
WSSB
NCVA
Norfolk Southern
CSX Transportation
Intermodal Routes
Military Bases
Seaports
Airports
Logistical Centers
Goldsboro
Chapel Hill
Wilson
Burlington
Wilmington
Faye eville
Jacksonville
Point
Cary
Greenville
Rocky Mount
Greensboro
Durham
Raleigh
Lumberton
Laurinburg
Southern Pines
Havelock
Sanford
New Bern
Asheboro
Kinston
Smithfield
Thomasville
Apex Garner
Kernersville
Graham
Wake Forest
Tarboro
Reidsville
Eden
Henderson
Roanoke Rapids
Elizabeth City
Norlina
Tabor City
Belhaven
Clinton
Oxford
Beaufort
Whiteville
Wadesboro
Wallace
Plymouth
Morehead City
NORTH CAROLINA RAILROAD COMPANY
2015
ANNUAL
REPORT
2809 Highwoods Blvd.
Raleigh, NC 27604
www.ncrr.com

ANNUAL
REPORT
2015
NORTH CAROLINA’S PARTNERTABLE OF
CONTENTS
LETTER FROM THE CHAIRMAN 3
NORTH CAROLINA’S PARTNER...
IN ECONOMIC DEVELOPMENT 4
IN BUILDING RAIL INFRASTRUCTURE 5
IN FUTURE PASSENGER RAIL 6
IN RAIL SAFETY 6
BOARD OF DIRECTORS AND MANAGEMENT TEAM 7
FINANCIAL REPORT 8
NORTH CAROLINA RAILROAD COMPANY CORRIDOR MAP 26
OUR VISION:
To improve our state by:
Enabling freight to grow business;
Expanding rail to move people;
Investing in North Carolina.
OUR MISSION:
To develop the unique North Carolina Railroad assets for the good of the people of North Carolina.2015 was a year of action and collaboration for the North Carolina Railroad.
The Company moved forward on implementing “NCRR Invests,” an initiative aimed at enhancing the state’s economic development activities through
investments in North Carolina’s railroad infrastructure. NCRR is also working closely with economic development partners at the state and local level to make meaningful investments in sites that have the potential to bring transforma­tional job growth to the state, as demonstrated in the Company’s investment in the Greensboro-Randolph Megasite and our commitment to North Carolina’s other rail-served megasites.
As stated in its Mission, the North Carolina Railroad Company is developing its assets for the good of the people of North Carolina, its single shareholder. One way the Company does this is by reinvesting its revenue in the corridor itself, ensuring that the rail line is built to meet and exceed the state’s freight rail needs. In 2015, NCRR completed significant upgrades to various portions of the corridor and began further upgrades to accommodate future capacity needs.
Partnership is extremely important to NCRR as it implements its strategic vision. One of our key partners is Norfolk Southern. Through our trackage rights agree­ment with the Class 1 freight rail operator, more than 100 customers are served along the NCRR Line, and the need for freight rail infrastructure continues to grow among businesses looking to locate or expand in our state. With this in mind, the Company continues its management of the 317-mile corridor in ways that create jobs, retain existing industry, help grow the economy and maximize its value.
The North Carolina Railroad was chartered 167 years ago for the purpose of economic development, and that focus continues today. The North Carolina Railroad Company and its Board of Directors look forward to opportunities to collaborate with partners in maintaining North Carolina’s competitive advan­tage. I’m proud to serve as Chairman of the NCRR Board, and to be a part of an historic organization that will continue to build on a dedication to economic growth for our state.
Franklin Rouse
Chairman, NCRR Board of Directors
LETTER FROM THE
CHAIRMANPAGE 4
| NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
The southeast is a prime location for
large manufacturers looking to relo-cate
or expand assembly operations,
and North Carolina continues to be a
contender among auto manufactur-ers
and other large-scale assembly
plants. In order to accommodate
large-scale industry, megasites
are an important component in the
state’s efforts to recruit a manufac-turer
of significant size.
The North Carolina Railroad Compa-ny
retained expert counsel who con-firmed
that North Carolina is home to
four of the most competitive sites in
the southeast United States.
One of the four identified sites—the
Greensboro-Randolph Megasite—
needed to be assembled, and this
was where the NCRR Board believed
the Company could be of assistance,
working with Randolph County, the
Bryan Foundation and the City of
Greensboro to ensure that this site
would be another tool to increase the
state’s competitiveness.
NCRR and its Board of Directors are
committed to making select rail in-vestments
in key sites that have the
potential to bring large scale industry
that would result in transformational
job growth for our state.
When any of North Carolina’s sites
are in the running for a transforma-tional
job growth opportunity, NCRR
will look for ways to assist in site
infrastructure, with the focus on
ensuring that North Carolina secures
a competitive advantage in recruiting
new and expanding industry.
The North Carolina Railroad Compa-ny
has an historic role in the state’s
economic development. In 2015,
NCRR continued to build on that
history by launching “NCRR Invests,”
an initiative that will enhance the
state’s economic development efforts
through investments in railroad
infrastructure.
“NCRR Invests” provides assistance
to companies that take advantage of
North Carolina’s freight rail oppor-tunities
to create jobs, by locating or
expanding their business in North
Carolina. Through “NCRR Invests,”
the North Carolina Railroad Com-pany
will consider investments in
engineering design, construction or
related costs associated with the rail
infrastructure needs of a potential
new industry location or expansion.
“NCRR Invests is another tool to
ensure North Carolina’s competitive
advantage as businesses look to
locate or expand in our state,” says
Anna Lea Moore, Vice President of
Economic Development at NCRR.
“Our ability to work with North Caro-lina’s
economic development officials
to provide needed rail infrastructure
is extremely important to many com-panies
as they decide where to locate
their operations.”
IN ECONOMIC DEVELOPMENT
Making investments that drive job creation and economic growth.
Asbury Carbons
In May 2015, Asbury Carbons
announced it would build
a new minerals processing
operation in Lumberton, N.C.
The company committed to
create at least 25 jobs and
invest $8 million in the new
Robeson County facility.
NCRR invested $50,000
to assist Robeson County
with the engineering and
design costs associated
with the required new rail
infrastructure at the site.
Transformational Opportunities
NCRR Invests
NORTH CAROLINA’S PARTNER...
number of North Carolina
employers that rely on NCRR line to
conduct business
100
SPURRING GROWTH, TRACKING PROGRESS
NCRR
INVESTS
ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 5
The North Carolina Railroad Company is
committed to ensuring that the rail line is
prepared to meet future capacity needs.
Throughout 2015, the Company continued
a $13 million capital investment strategy
approved by the Board of Directors in 2014
that is improving safety, increasing ca-pacity
and further sustaining the 317-mile
corridor from Charlotte to Morehead City.
The Railroad also continued to build on its
partnership with the NCDOT Rail Division.
Since the North Carolina General Assem-bly
first established the Freight Rail and
Rail Crossing Safety Improvement Fund
(FR&RCSI) in 2013, the North Carolina
Railroad Company has paid $26 million
in dividends to its single shareholder, the
State of North Carolina. This annual divi-dend
is equal to 25 percent of the Railroad’s
trackage rights agreement revenue from
Norfolk Southern and is designed to assist
in funding improvements to railroads
across the state in order to recruit new and
expanding industry and improve safety.
NCRR is also working closely with NCDOT
on the final stages of the Piedmont
Improvement Program, which involves
upgrades to portions of the NCRR line to
accommodate future increases in capacity
related to passenger trains. This program
is managed by the Rail Division with
funds provided through the American
Recovery and Reinvestment Act, as well
as a capital investment of more than $30
million by NCRR.
IN BUILDING RAIL INFRASTRUCTURE
Meeting North Carolina’s current and future rail capacity needs.
NCRR is partnering with the Town of Morrisville and is investing
$6.9 million to construct a new railroad bridge over Crabtree Creek in
Morrisville, replacing a structure built in 1927. The new railroad bridge
includes a provision for a pedestrian greenway to be constructed under
the bridge, and allows for a future second track that could be required to
maintain freight service, and any future passenger rail.
NCRR is partnering with NCDOT on replacing an at-grade or, street-level,
crossing with an overhead bridge at Sugar Creek Road in Charlotte.
The total cost of the project is $43 million. NCRR is committing a $10
million capital investment to the project. The Sugar Creek Road crossing
experiences the highest amount of traffic on the NCRR line.
Projects
invested by NCRR in infrastructure
improvements since 2000
(completed projects)
committed by NCRR to future
economic development and
infrastructure improvements
(Board committed projects)
$83 million
$115 million
Crabtree Creek Bridge
Sugar Creek Road Bridge over NCRR
2012 2013
increased
120%
increased
140%
2014
2015
Selma Area Rail Traffic
Growth Since 2012:
PAGE 6 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
The North Carolina Railroad Company
continues to be an active partner in the
state’s passenger rail needs. Currently, 10
Amtrak passenger trains travel along the
NCRR line every day.
NCRR also understands the local and
regional transit needs among the com-munities
that are located along the line.
The Company is currently working with
the Charlotte Area Transit System (CATS)
to accommodate an expansion of the city’s
Blue Line light rail service that will extend
to UNC Charlotte. Approximately three
miles of the 9.3 mile Blue Line extension
will use the NCRR corridor. NCRR is also
working with Wake County leadership as
the county considers its long-term trans-portation
strategy and the potential role
of commuter rail in the Triangle.
IN FUTURE PASSENGER RAIL
Moving people in North Carolina.
Rail Safety is top of mind for the North
Carolina Railroad Company. Although
Norfolk Southern operates the trains that
run on the railroad, NCRR considers it
part of its mission to provide safety re-sources
for those accessing the corridor
as part of day to day operations or in case
of emergency.
In 2015, NCRR published an updated edi-tion
of Rail Safety for First Responders,
a pocket-sized rail safety resource for
emergency management officials. More
than 1,000 booklets were shared with
first responders, law enforcement and
emergency management officials across
the state at no charge.
IN RAIL SAFETY
Railroad
Resources
FOR FIRST RESPONDERS
miles of Charlotte Area Transit
System (CATS) Lynx light rail Blue
Line extension that will use the
NCRR corridor (total Blue Line
extension is 9.3 miles, which will
make the full Lynx Blue Line light
rail line 18.9 miles)
number of bridges or culverts
NCRR has replaced or improved
since 2000 ($35.5 million in NCRR
investment on these bridges)
invested by NCRR on safety projects
(grade crossing improvements and
pedestrian underpasses)
3
25
$3 million
passenger trains a day travel
on the NCRR line
miles of commuter rail on the NCRR
line in the proposed Wake County
Transit Investment Plan
10
37+
ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 7
Franklin Rouse
Chairman
Leland
President, Rouse
Insurance Agency, Inc.
Robert Brown
Vice Chairman
High Point
CEO, B&C Associates
Jacob F. Alexander, III
Salisbury
Sales Director, Genan, Inc
Thomas Glasgow
Morehead City
Retired Vice President and CEO, Clancy and Theys Construction Company, Virginia Division
Jeffrey Goodman
Asheville
Chairman and CEO,
Hedrick Industries
Fred Klein
Charlotte
Senior Managing Partner,
Childress Klein Properties
James E. Nance
Albemarle
Managing Member, North State Acquisitions, LLC
Gervais Oxendine
Lumberton
Retired, Abbott Laboratories
John M. Pike
Goldsboro
CEO, Goldsboro Milling Company
George Rountree III
Wilmington
Attorney and Special Counsel, Rountree Losee, LLP
Douglas Stafford
Charlotte
Principal, Griffin Stafford Hospitality
John Skvarla, III
Raleigh
Secretary, NC Department
of Commerce
Michael Walters
Fairmont
President, Claybourn Walters Logging Co., Inc
Scott M. Saylor
President
Daniel P. Halloran, CPA
Vice President and
Chief Financial Officer
Charles E. Burnell, Jr.
Vice President, Real Estate
James K. Kessler, P.E.
Vice President, Engineering
Anna Lea Moore
Vice President, Economic Development
Donald H. Arant, P.E.
Staff Engineer
Catherine A. Campbell
Planning Director
Cathy Deeley
Real Estate Representative
Melissa DeVita
Department Administrative Assistant
Kristian D. Forslin, GISP, PLS
GIS Coordinator
Megen Hoenk
Director of Corporate
Communications
Hilary A. Kanupp, CA
Archivist
Justin Madigan
Infrastructure Manager
William C. Miller
Property Manager
Nancy D. Pickett
Office Manager
John L. Spencer
Director of Corridor Property
Richard L. Wiley
Senior Consultant for
Economic Development
NCRR BOARD MEMBERS
MANAGEMENT TEAM
BOARD OF DIRECTORS
AND MANAGEMENT TEAM PAGE 8 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
TABLE OF CONTENTS
Page No.
Independent Auditors’ Report............................................................................................................9
Consolidated Financial Statements:
Consolidated Balance Sheets ...........................................................................................................10
Consolidated Statements of Operations and Comprehensive Income (Loss)...........12
Consolidated Statements of Stockholder’s Equity..................................................................13
Consolidated Statements of Cash Flows......................................................................................14
Notes to Consolidated Financial Statements ............................................................................15
Consolidated Financial Statements for the Years Ended December 31, 2015 and 2014,
and Independent Auditors’ Report
NORTH CAROLINA RAILROAD COMPANY
FINANCIAL
REPORT
ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 9
INDEPENDENT AUDITORS’ REPORT
1Independent Auditors’ Report Directors and Stockholder North Carolina Railroad Company Raleigh, North Carolina We have audited the accompanying consolidated financial statements of North Carolina Railroad Company and subsidiary, which comprise the consolidated balance sheets as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholderʼs equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditorsʼ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entityʼs preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entityʼs internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of North Carolina Railroad Company and subsidiary as of December 31, 2015 and 2014, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Raleigh, North Carolina June 2, 2016PAGE 10 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
20152014ASSETSCurrent assets: Cash and cash equivalents5,804,488$ 4,927,993$ Accounts receivable, net of allowance for doubtful accounts of $350,000 and $308,000 for 2015 and 2014102,36252,998 Prepaid expenses19,498 25,818 Total current assets5,926,348 5,006,809 Property and equipment:Roadway and land7,848,742 7,848,742 Tracks, signals and bridges141,548,125 132,652,580 Land4,402,236 4,654,561 Buildings and improvements16,396,347 15,875,959 Equipment and furniture2,561,604 2,106,703 Construction in progress3,578,952 6,295,850 176,336,006 169,434,395 Less accumulated depreciation102,838,984 92,727,598 Property and equipment, net73,497,022 76,706,797 Other assets:Funded capital projects82,450,682 80,624,572 Long-term receivables4,573,6743,595,532 Other8,065 22,265 Total other assets87,032,421 84,242,369 Total assets166,455,791$ 165,955,975$ North Carolina Railroad CompanyConsolidated Balance SheetsDecember 31, 2015 and 2014See accompanying notes to consolidated financial statements.2
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
See accompanying notes to consolidated financial statementsANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 11
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2015 AND 2014
December 31, 2015 and 2014(Continued)20152014LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities:Accounts payable and accrued expenses1,698,180$ 697,531$ Dividend payable3,779,3053,717,995 Current portion of unearned rent262,623 225,517 Total current liabilities5,740,108 4,641,043 Long-term liabilities:Security deposits47,51447,514 Deferred tax liability1,043,000 1,147,000 Unearned rent10,874,54511,025,000 Total long-term liabilities11,965,059 12,219,514 Total liabilities17,705,167 16,860,557 Stockholder's equity:Common stock, $0.50 par value; 10,000,000 shares authorized;317 shares issued and outstanding159 159 Additional paid-in capital204,866,667 199,001,857 Accumulated deficit(56,625,365) (51,802,448) Accumulated other comprehensive income:Unrealized gain on available-for-sale securities509,163 1,895,850 Total stockholder's equity148,750,624 149,095,418 Total liabilities and stockholder's equity166,455,791$ 165,955,975$ North Carolina Railroad CompanyConsolidated Balance Sheets See accompanying notes to consolidated financial statements.3
See accompanying notes to consolidated financial statementsPAGE 12 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
20152014Income:Lease of roadway and land15,117,219$ 14,871,981$ Other lease income2,531,0063,005,105Total lease income17,648,225 17,877,086 Expenses:Wages and benefits2,009,007 1,819,870Professional fees574,238 450,944Contracted services1,186,891 764,903Franchise and property taxes437,961 431,434Insurance157,902 151,762Reporting and public relations189,186 224,311Depreciation10,111,387 10,509,215Engineering, surveying and mapping539,818 742,786Property and corridor management402,667 366,310Bad debts44,48120,812General and administrative696,461660,016Economic development535,100- Total expenses16,885,099 16,142,363 Operating income763,126 1,734,723 Other income (expenses):Investment income2,666,092 1,651,483 Gain on disposition of assets181,856- Other income853,756859,621Project contributions(5,410,000)- Total other income (expense)(1,708,296)2,511,104Income (loss) before income taxes (945,170) 4,245,827 Income tax expense98,442 141,079 Net income (loss)(1,043,612)$ 4,104,748$ Other comprehensive income (loss):Unrealized gains (losses) on securities:Unrealized holding gains (losses) arising during the period(587,979)1,382,794 Less reclassification adjustments for unrealized holding gains (losses) included in net income(798,708) 357,805 Other comprehensive income (loss)(1,386,687) 1,740,599 Comprehensive income (loss)(2,430,299)$ 5,845,347$ North Carolina Railroad CompanyConsolidated Statements of Operations and Comprehensive Income (Loss)For the Years Ended December 31, 2015 and 2014See accompanying notes to consolidated financial statements.4
See accompanying notes to consolidated financial statementsANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 13
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
AccumulatedAdditionalOtherTotalCommonPaid-inAccumulatedComprehensiveStockholder'sStockCapitalDeficitIncomeEquityBalance, December 31, 2013159$ 199,001,857$ (52,189,201)$ 155,251$ 146,968,066$Dividends--(3,717,995) - (3,717,995) Net income--4,104,748 1,740,599 5,845,347 Balance, December 31, 2014159 199,001,857 (51,802,448) 1,895,850 149,095,418 Capital improvement contributions- 5,864,810- - 5,864,810 Dividends--(3,779,305) - (3,779,305) Net loss--(1,043,612) (1,386,687) (2,430,299) Balance, December 31, 2015159$ 204,866,667$ (56,625,365)$ 509,163$ 148,750,624$North Carolina Railroad CompanyFor the Years Ended December 31, 2015 and 2014Consolidated Statements of Changes in Stockholder's EquitySee accompanying notes to consolidated financial statements.5
See accompanying notes to consolidated financial statementsPAGE 14 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
20152014Cash flows from operating activities:Net income (loss)(1,043,612)$4,104,748$ Adjustments to reconcile net income (loss) to net cash provided by operating activities:Provision for bad debts44,481(20,812) Depreciation10,111,38710,509,215 Deferred income tax benefit(104,000)(87,000) Interest earned by funded capital project investments(2,674,044)(1,746,857) Gain on disposal of property and equipment(181,856)- Changes in operating assets and liabilities:Accounts receivable(93,845)17,573 Long-term receivable(978,142)(961,198) Prepaid expenses6,3206,851 Other assets14,200(1,042) Accounts payable and accrued expenses1,447,755(3,271,072) Unearned revenues(150,455)(200,454) Net cash provided by operating activities6,398,1898,349,952 Cash flows from investing activities:Purchase of property and equipment(1,699,126)(1,861,175) Proceeds from sale of property 434,180- Transfer of unrestricted cash and cash equivalents to funded capital projects to fund board designations(6,000,000)(10,000,000) Transfers of funded capital projects monies to cash and cashequivalents for capital expenditures5,461,2475,143,190 Net cash used in investing activities(1,803,699)(6,717,985) Cash flow from financing activities:Payment of dividend(3,717,995)(3,654,157) Net cash used in financing activities(3,717,995)(3,654,157) Net increase (decrease) in cash and cash equivalents876,495(2,022,190) Cash and cash equivalents at beginning of year4,927,9936,950,183 Cash and cash equivalents at end of year5,804,488$4,927,993$Supplemental disclosure of cash flow information:Cash paid for income taxes207,495$113,500$Supplemental schedule of noncash investing and financing activities:Additions to property and equipment contributed by the North Carolina Department of Transportation5,864,810$ -$ Disposal of CIP to Economic Development Expense410,000$ -$ Accrued dividends payable3,779,305$ 3,717,995$ For the Years Ended December 31, 2015 and 2014Consolidated Statements of Cash FlowsNorth Carolina Railroad CompanySee accompanying notes to consolidated financial statements.6
See accompanying notes to consolidated financial statementsANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 15
North Carolina Railroad Company Notes to Consolidated Financial Statements 7Notes to Consolidated Financial Statements 1.Nature of Business The North Carolina Railroad Company and subsidiary, a North Carolina company, (collectively referred to as the “Company”), owns approximately 317 miles of continuous railroad line extending from Charlotte, North Carolina to Morehead City, North Carolina. The Companyʼs railroad facilities are operated by Norfolk Southern Railway Company (“NSR”). The State of North Carolina is the sole owner of all the common stock of the Company. N.C. Railroad, Inc. (“NCRI”), a wholly owned subsidiary of the North Carolina Railroad Company (“NCRR”), was formed on December 15, 2006. NCRI conducts certain taxable activities, such as leasing of commercial real estate, while NCRR conducts all tax exempt activities, such as leasing of railroad facilities and corridor management. 2.Significant Accounting Policies Basis of Consolidation The accompanying consolidated financial statements include the accounts of NCRR and its wholly owned subsidiary, NCRI. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates In preparing its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the consolidated balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents For purposes of the consolidated statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents include money market funds. Cash and cash equivalents that are restricted or designated by the Board of Directors for capital projects are reported as Funded Capital Projects in the accompanying consolidated balance sheets. See Note 5. At times, the Company places cash and cash equivalents and certificates of deposits with original maturities of three months or more with financial institutions in amounts that are in excess of Federal Deposit Insurance Company insurance limits. The Company has not experienced any losses in such accounts. The financial condition of financial institutions is periodically reassessed, and the Company believes the risk of any loss is minimal. Accounts Receivable Accounts receivable are uncollateralized obligations due under agreements. The Company provides an allowance for doubtful accounts equal to the estimated losses that are expected to be incurred in their collection. The allowance is based on historical collection experience and managementʼs review of the current status of the existing receivables. An account receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 30 days.
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSPAGE 16 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 8Property and Equipment Property and equipment are stated at cost less accumulated depreciation. The Company computes depreciation using the straight-line method over the following estimated useful lives: Estimated Useful Lives (Years) Buildings and building improvements 25 Bridges 25 Track and signals 10 Equipment and furniture 3 - 7 Values of the properties included in roadway and land approximate 1916 valuations by the Interstate Commerce Commission. These properties represent fully depreciated roadway or undepreciated land. The Company assesses long-lived assets for impairment whenever events or changes indicate that the carrying amount of the assets may not be recovered based on estimated future undiscounted cash flows. In the event such cash flows are not expected to be sufficient to recover the carrying value of the assets, the useful lives of the assets are revised or the assets are written down to their estimated fair values. Funded Capital Projects Securities Held to Maturity Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as “held-to-maturity” and are reported at amortized cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. There are no held to maturity securities as of December 31, 2015. Securities Available for Sale Investments in marketable equity securities and debt securities not classified as held-to-maturity securities are classified as available-for-sale and are reported at fair value, with changes in net unrealized gains and losses included in other comprehensive earnings, net of tax, if any. When securities are sold, gains and losses are determined using the specific identification method for all investments except mutual funds which are determined using the average cost method. Investments are classified as noncurrent due to the board designations of investments for capital improvements. The Company reviews securities when quoted market prices are less than cost to determine if the impairment is other than temporary. Declines in the fair value of individual securities below their cost that are other than temporary would result in write-downs of the individual securities to their fair value with such write down being included in earnings as realized losses. Fair values The Company uses market data or assumptions that market participants would use in pricing assets and liabilities at fair value, and establishes a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include values based on quotes in active markets for identical assets (Level 1), values estimated based on other available market information including quoted market prices for similar assets in active and non-active markets and pricing models based on observable inputs (Level 2), and values based on managementʼs estimates using various valuation methods (Level 3). ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 17
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 9Revenue Recognition Lease of Roadway and Land Revenue received from property that is operated by NSR is reflected in the consolidated statements of income when earned in accordance with the Companyʼs lease arrangements. Other Lease Income The Company leases certain property that is not operated by NSR. Revenue is reflected in the consolidated statements of operations when earned. The Company also collects license fee revenue which is recognized when earned. The Company defers recognition of contingent rentals until the requirements are met. Advertising The Company paid $37,788 and $63,855 in advertising expenses for 2015 and 2014, respectively. Income Taxes Pursuant to Section 11146 of the Safe, Accountable, Flexible, Efficient Transportation Equity Act of 2005 (the “Act”), a substantial portion of the Companyʼs income is exempt from federal and state income taxes. The activities that generate income which is not exempt from federal and state income taxes pursuant to the Act are conducted in NCRI. Deferred tax assets and liabilities are recognized by NCRI for the estimated future tax consequences attributable to differences between the tax bases of assets and liabilities and their carrying amount for financial reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized. 3.Funded Capital Projects The following is a summary of the securities portfolio by major classification included in funded capital projects at December 31, 2015 and 2014: Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value December 31, 2015 Available for Sale: Foreign debt instruments $ 1,421,698 $ 17,296 $ - $ 1,438,994 U.S. Government and federal agencies 4,763,388 - 12,058 4,751,330 Mortgage backed securities 11,557,311 - 114,458 11,442,853 Collateralized mortgage obligations 16,346,845 - 108,383 16,238,462 State and local governments 5,511,823 - 75,139 5,436,684 Corporate debt securities 17,196,939 - 157,635 17,039,304 Mutual funds 13,002,863 959,540 - 13,962,403 $ 69,800,867 $ 976,836 $ 467,673 $ 70,310,030PAGE 18 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 10 Gross Gross Amortized Unrealized Unrealized Cost Gains Losses Fair Value December 31, 2014 Held to Maturity: Corporate bonds $ 4,986,607 $ 2,517 $ - $ 4,989,124 Available for Sale: Foreign debt instruments $ 909,323 $ 15,897 $ - $ 925,220 U.S. Government and federal agencies 8,402,770 3,810 12,723 8,393,858 Mortgage backed securities 9,594,640 9,088 4,336 9,599,392 Collateralized mortgage obligations 10,457,070 - 10,003 10,447,066 State and local governments 3,914,472 - 99,987 3,814,485 Corporate debt securities 15,744,592 - 57,566 15,687,026 Mutual funds 18,180,343 2,051,670 - 20,232,013 $ 67,203,210 $ 2,080,465 $ 184,615 $ 69,099,060 Held to maturity securities are carried in the financial statements at amortized cost. Available for sale securities are carried in the financial statements at fair value. For the year ended December 31, 2015, a net unrealized holding loss on available for sale securities in the amount of $1,386,687 has been included in accumulated other comprehensive income. For the year ended December 31, 2014, a net unrealized holding gain on available for sale securities in the amount of $1,740,599 has been included in accumulated other comprehensive income. The fair values of securities carried at fair value in the accompanying financial statements are determined as follows: Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable December 31, Assets Inputs Inputs 2015 (Level 1) (Level 2) (Level 3) Foreign debt instruments $ 1,438,994 $ - $ 1,438,994 $ -U.S Government and federal agencies 4,751,330 - 4,751,330 -Mortgage backed securities 11,442,853 - 11,442,853 -Collateralized mortgage obligations 16,238,462 - 16,238,462 -State and local governments 5,436,684 - 5,436,684 -Corporate debt securities 17,039,304 - 17,039,304 -Mutual funds 13,962,403 13,962,403 - - $ 70,310,030 $ 13,962,403 $ 56,347,627 $ -ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 19
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 11 Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable December 31, Assets Inputs Inputs 2014 (Level 1) (Level 2) (Level 3)Foreign debt instruments $ 925,220 $ - $ 925,220 $ - U.S Government and federal agencies 8,393,858 - 8,393,858 - Mortgage backed securities 9,559,392 - 9,559,392 - Collateralized mortgage obligations 10,447,066 - 10,447,066 - State and local governments 3,814,485 - 3,814,485 - Corporate debt securities 15,687,026 - 15,687,026 - Mutual funds 20,232,013 20,232,013 - - $ 69,099,060 $ 20,232,013 $ 48,867,047 $ - All assets have been valued using a market approach. Fair values for assets in Level 2 are calculated using quoted market prices for similar assets in markets that are not active In addition to the investments disclosed above, Funded Capital Projects includes cash and cash equivalents totaling $12,136,635 and $6,528,835 and accrued interest receivable totaling $4,017 and $10,070 at December 31, 2015 and 2014 respectively. Investment management fees, totaling $156,657 and $130,949, respectively, in 2015 and 2014, are netted against investment income. The amortized cost and fair values of available for sale securities at December 31, 2015 and 2014 by contractual maturity, and the amortized cost and fair values of held to maturity securities at December 31, 2014 by contractual maturity are shown below. Actual expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. No securities have been in a continuous loss position for more than 12 months. Amortized Cost Fair Value December 31, 2015 Available for sale: Due within one year $ 4,568,766 $ 4,406,318 Due after one year through five years 21,995,609 21,733,043 Due after five years through ten years 11,435,275 11,407,749 Due after 10 years 18,798,353 18,800,517 Equities 13,002,863 13,962,403 $ 69,800,867 $ 70,310,030December 31, 2014 Held to Maturity: Due after one year through five years $ 4,986,607 $ 4,989,124 Available for sale: Due within one year $ 1,387,339 $ 1,357,902 Due after one year through five years 24,472,872 24,136,012 Due after five years through ten years 10,042,177 10,135,621 Due after 10 years 13,120,479 13,237,512 Equities 18,180,343 20,232,013 $ 67,203,210 $ 69,099,060 PAGE 20 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 12 4.Trackage Rights Agreement and Leases on Roadway and Land Prior to 1999, substantially all of the Company's assets were leased to NSR or its predecessors, in two leases originally dating back to 1895 and 1939. The terms of the leases did not require either the Company or Norfolk Southern to renew the leases. On August 10, 1999, the Board of Directors of the Company approved a Trackage Rights Agreement ("TRA”) concurrent with NSR terminating the original leases. The TRA's term is 15 years with two 15-year renewal options by NSR (45 years) for a base annual rental of $11,000,000 (minimum) beginning January 1, 2000, with annual adjustments based upon an inflation index and a 4.5% annual cap (arbitration of cap if it exceeds an average of 4.5% over any 7-year period). The TRA provides for transition of management of certain non-rail properties to the Company, maintenance of the Company's rail property, inspections, records sharing, and audit. The TRA was approved by the Surface Transportation Board on September 1, 1999. During 2012 NSR exercised its option to renew the TRA for the 15 year period beginning January 1, 2015 and ending on December 31, 2029. The TRA grants exclusive freight trackage rights to NSR to conduct all freight operations over the NCRR railroad line. Under federal law the National Rail Passenger Corporation (“Amtrak”) operates over NSR operated lines under agreements with NSR. NSR is obligated under the TRA to provide rail service to all industries on the NCRR line. NSR is obligated to maintain the NCRR line and any improvements made to the line by NSR for freight operations. Under the TRA, NSR does not have financial responsibility for passenger improvements made by the Company, North Carolina Department of Transportation (NCDOT), Amtrak, or other parties. Approximately 38 parcels not used in railroad operations have been returned to the Company for separate (non-NSR) management. These noncorridor properties are managed by the Company after transition from NSR management. The TRA contains provisions for responsibility for environmental matters by NSR and the Company. NSR is responsible for any taxes on its freight operations. A Policy Planning Committee comprised of NCRR and NSR representatives addresses all future planning issues, capital improvements, and any disputes that arise under the TRA. In the event of any disagreements, NCRR and NSR are subject to binding arbitration under the TRA.A lease of certain properties in Charlotte, North Carolina to NSR (the 1968 Lease) expires on December 31, 2067, and provides for an annual rental of $81,319 through December 2018. The 1968 lease provides that beginning on January 1, 2019, the annual rental for the remaining term of the 1968 Lease is 6% of the appraised value of the property on that date. Under the terms of the 1968 Lease, all taxes connected with the property, except income taxes, are paid by the lessee. The 1968 Lease was not affected by the TRA. Pursuant to agreements signed in each year since 2008, NCRR has assigned to NSR all of the NCRR lines that constitute eligible railroad tracks solely for purposes of allowing NSR to qualify as an eligible taxpayer with respect to such track and to claim tax credits under section 45G(a) for qualified railroad track maintenance expenditures it pays or incurs during each year under agreement with respect to such track. In exchange, NSR agrees to pay to NCRR fifty percent of the tax credits NSR claims. Payment of the amount owed under the agreement is not due until the amount of the allowable credit is not subject to further appeal, review or modification through proceedings or otherwise. The Company has recorded a long-term receivable amounting to $4,555,718, representing $4,243,750 of total tax credit revenue that the Company is due for tax years 2011 to 2015 from NSR, plus accumulated 4% interest of $311,968, as of December 31, 2015. ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 21
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 13 5.Capital Commitments Project Agreements and Contracts As of December 31, 2015, the Company has capital commitments under various individual project agreements and other contracts totaling $47.4 million. The contractual commitments of the Company consist of certain capital improvement projects set forth in project agreements, other strategic and economic development investments including commitments for the purchase of certain real estate, and ARRA/PRIIA High-Speed Passenger Rail improvement projects. The ARRA/PRIIA High-Speed Passenger Rail improvement commitments are further described in more detail below. The various individual projects, capital improvements and strategic investments to which capital is committed are scheduled for completion between 2016 and 2020. ARRA/PRIIA High-Speed Passenger Rail Projects In 2011, the State of North Carolina was selected to receive certain federal grant awards through the American Recovery and Reinvestment Act of 2009 (“ARRA”) and the Passenger Rail Investment Act of 2008 (“PRIIA”) for the capital funding of certain high speed intercity passenger rail projects, under which NCDOT is the grantee of the awards. On December 15, 2010, the Company, the NCDOT, and NSR entered into an Agreement on Principles (“AOP”), which outlined certain terms for capital improvements within and along the NCRR corridor operated by NSR (Note 4). On March 21, 2011, the Company, NCDOT, NSR and Amtrak entered into a Definitive Service Outcomes Agreement (“DSOA”), clarifying the individual partiesʼ responsibilities and further detailing the projects to be funded by the grants to NCDOT. On March 21, 2012, the Company and the NCDOT entered into a Railroad Corridor Property Acquisition Agreement (“RCPA”) regarding rail corridor property, including acquisition of additional railroad corridor property needed in connection with certain projects funded by the grants to NCDOT. As a result of these agreements, management expects to record a capital contribution and related assets for a portion of the improvements that will be made by NCDOT as the improvements are completed in future periods, in addition to the commitment of funds made by the Company described below. Under the AOP, DSOA, and RCPA, the Company has committed up to a total of $31,000,000 of capital investment toward certain projects in order to assist in completion of certain track capacity improvement projects and engineering. Out of its $31,000,000 commitment, the AOP and DSOA provide that the Company reserve up to $10,000,000 for a Capital Reserve Fund, which is designated by the Company for the purpose of making further capacity improvements to the NCRR line in the future in order to improve passenger and freight train reliability caused by identified unacceptable train delays. Investments by the Company under these agreements are to be applied against and reduce the Companyʼs commitment under the agreements. Through December 31, 2015, the Company has expended approximately $4 million of its commitments under these agreements. In the year ended December 31, 2015, the Company made a project contribution of $5.4 million for a joint highway and rail project in Charlotte for which the Company did not receive any depreciable assets.The Company also has committed use of the Companyʼs rail corridor lands for such capacity and other related improvement projects. Board Designated Funds The Board of Directors passed resolutions during 2015 and 2014 to designate $6,000,000 and $10,000,000, respectively, of unrestricted cash for use on capital improvement projects.The Company has designated the following amounts (invested in cash, certificates of deposit or debt securities) for capital improvement projects as follows: 2015 2014 Restricted under contracts $ 47,376,109 $ 37,695,918 Restricted for other capital improvements 146,772 146,062 Board designated funds 34,927,801 42,782,592 Funded capital projects $ 82,450,682 $ 80,624,572 PAGE 22 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 14 6.Employee Benefit Plan The Company established a Safe Harbor 401(k) Plan effective January 1, 2012 to provide retirement benefits for its employees. All full-time employees who meet certain eligibility requirements are qualified to participate in the 401(k) Plan. Participants may make pre-tax deferrals up to 90% of their compensation subject to Internal Revenue Service limitations. Participants are fully vested in their contributions plus actual earnings thereon and any rollovers into their accounts. The Company contributes 3% of the compensation of all eligible active participants. In addition, the Company may elect each plan year whether to make a discretionary employer contribution on behalf of eligible active participants. Employer contributions for the years ended December 31, 2015 and 2014 were $92,977 and $91,200, respectively, including $53,130 and $52,180, respectively, of discretionary contributions. On April 18, 2013, the Company established a deferred compensation plan for an officer. The compensation will be paid out according to the terms of the plan unless the employee is terminated for cause as defined in the plan. The Company incurred expenses of $35,908 and $50,802 related to the plan in 2015 and 2014. 7.Future Minimum Lease Revenue The Company derives income from leased commercial space and other property under non-cancellable operating leases. Of the non-cancellable leases, one lease, described in Note 4, comprises 86% of the lease income. Rental income received from this lease during 2015 and 2014 was approximately $15.1 million and $14.9 million, respectively. The remaining non-cancellable leases are related to the rental of commercial space. Future minimum rent receipts, excluding renewal periods, on the non-cancellable operating leases are as follows for the years ending December 31: Amount 2016 $ 15,673,949 2017 15,649,308 2018 15,520,217 2019 15,273,517 2020 15,282,783 Thereafter 137,941,161 $ 215,340,935 Minimum lease receipts do not include contingent rentals that may be received under certain leases. The Companyʼs policy is to defer recognition of such contingent rentals until the requirements are met. Contingent rental income earned during the years ended December 31, 2015 and 2014 totaled $69,933 and $27,005, respectively. City of Charlotte Lease Agreement The Company and the City of Charlotte (“Charlotte”) entered into an agreement (“Lease Agreement”) dated May 3, 2012, whereby Charlotte leased a segment of the North Carolina Railroad corridor, approximately 2.7 miles in length parallel to the Companyʼs main line railroad tracks and facilities, for the purpose of the extension of Charlotteʼs LYNX Blue Line light rail transit system. The Lease Agreement provides for a one time rent payment to be paid to the Company in the amount of $11,760,000 for the 50 year lease term, all of which was received in full on October 16, 2013. The Lease Agreement provides that Charlotte is responsible for all construction, operations, maintenance, taxes, assessments and costs related to Charlotteʼs use of the segment. Coincident with the execution of the Lease Agreement, Charlotte entered into a Construction and Reimbursement Agreement and an Operations Agreement with NSR related to Charlotteʼs use of the segment and the compatibility thereof with NSRʼs operation and maintenance of the Companyʼs rail line. ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 23
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 15 The Lease Agreement provides that design and construction is to be provided by Charlotte at its expense, subject to the approval of the Company. The Lease Agreement is subject to early termination, in which event a portion of the lease fee may be refundable. The Lease Agreement contains one renewal term at a rate agreed upon by the parties, or in the absence of agreement, based upon an appraised value. The Company has recorded unearned rent liability of $11,137,168 and $11,250,517 at December 31, 2015 and 2014, respectively. At December 31, 2015 and 2014, $262,623 and $225,517 of the liability is included in the current portion of unearned rent. 8.Income Taxes The Company's income (loss) before income taxes for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Income (loss) before income taxes: Nontaxable entity $ (1,313,589) $ 3,822,591 Taxable entity 368,419 423,236 Income (loss) before income taxes $ (945,170) $ 4,245,827 The difference between the federal income tax computed by the statutory federal income tax rate of 34% and NCRI's income tax expense as reflected in the consolidated financial statements is as follows: 2015 2014 Income tax at statutory federal income tax rates $ 125,262 $ 143,900 Decrease attributable to: State income tax, net of federal income tax benefit 22,137 9,854 Change in state tax rate (40,000) (13,769) Other (8,957) 1,094 $ 98,442 $ 141,079 The Company's taxable subsidiary, NCRI, has a deferred income tax liability at December 31, 2015 and 2014 as follows: 2015 2014 Noncurrent deferred tax liability, property and equipment $ 1,043,000 $ 1,147,000 The Company's total tax expense for 2015 and 2014 is summarized as follows: 2015 2014 Current income tax expense $ 202,442 $ 228,079 Deferred income tax benefit (104,000) (87,000) Total income tax expense $ 98,442 $ 141,079 PAGE 24 | NORTH CAROLINA RAILROAD COMPANY | ANNUAL REPORT 2015
NORTH CAROLINA RAILROAD COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
North Carolina Railroad Company Notes to Consolidated Financial Statements 16 9.Subsequent Events The Company evaluated the effect subsequent events would have on the consolidated financial statements through June 2, 2016, which is the date the financial statements were available to be issued. On April 13, 2016, the Company completed several purchases to acquire 630 acres of real estate in Randolph County at a purchase price of $8,014,301. The purchase of additional acreage is expected to occur in 2016 or later and is expected to cost approximately $7,226,000. The purpose of the land purchase is to assist the State of North Carolina in attracting transformational manufacturing entities that will invest significant sums in plant and equipment and will create a significant number of jobs. The Company is investing in this property with the intention of assembling it with properties owned by Randolph County and a private foundation for marketing to large-scale transformational users or for high-value multi-user industrial sites. ANNUAL REPORT 2015 | NORTH CAROLINA RAILROAD COMPANY | PAGE 25
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NORTH CAROLINA RAILROAD COMPANY
CORRIDOR MAP
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Onslow
Scotland
Carteret
Craven
Richmond
Duplin
Hoke
Jones
Cumberland
Sampson
Pamlico
Craven
Lenoir
Montgomery Moore
Beaufort
Harne
Wayne
Lee
Greene
Hyde
Beaufort
Johnston
Pi
Wilson
Randolph Chatham Washington Dare
Tyrrell
Martin
Wake
Edgecombe
Nash
Durham
Orange
Bertie
Alamance
Guilford
Franklin
Chowan
Perquimans
Halifax Pasquotank
Rockingham Caswell
Granville
Person Vance
Hertford
Northampton
Warren
Camden
Currituck
Gates
Silver Star
Great Smoky Mountains
Railroad
Palme o/Silver Meteor
WSSB
HPTD
ACWR
ACWR
ATW
ATW
CF
RSNR
AR
LRS CTR
CLNA
NCYR
NCVA
CLNA
BMH
USG
CALA
WSSB
NCVA
Norfolk Southern
CSX Transportation
Intermodal Routes
Military Bases
Seaports
Airports
Logistical Centers
Goldsboro
Chapel Hill
Wilson
Burlington
Wilmington
Faye eville
Jacksonville
Point
Cary
Greenville
Rocky Mount
Greensboro
Durham
Raleigh
Lumberton
Laurinburg
Southern Pines
Havelock
Sanford
New Bern
Asheboro
Kinston
Smithfield
Thomasville
Apex Garner
Kernersville
Graham
Wake Forest
Tarboro
Reidsville
Eden
Henderson
Roanoke Rapids
Elizabeth City
Norlina
Tabor City
Belhaven
Clinton
Oxford
Beaufort
Whiteville
Wadesboro
Wallace
Plymouth
Morehead City
NORTH CAROLINA RAILROAD COMPANY
2015
ANNUAL
REPORT
2809 Highwoods Blvd.
Raleigh, NC 27604
www.ncrr.com